0000914243-23-000008.txt : 20230127 0000914243-23-000008.hdr.sgml : 20230127 20230127135609 ACCESSION NUMBER: 0000914243-23-000008 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230127 DATE AS OF CHANGE: 20230127 EFFECTIVENESS DATE: 20230127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOUCHSTONE FUNDS GROUP TRUST CENTRAL INDEX KEY: 0000914243 IRS NUMBER: 680325521 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 033-70958 FILM NUMBER: 23561676 BUSINESS ADDRESS: STREET 1: 303 BROADWAY STREET 2: SUITE 1100 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133628000 MAIL ADDRESS: STREET 1: 303 BROADWAY STREET 2: SUITE 1100 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION FUNDS DATE OF NAME CHANGE: 20040412 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA SELECT FUNDS DATE OF NAME CHANGE: 19981216 FORMER COMPANY: FORMER CONFORMED NAME: TIP INSTITUTIONAL FUNDS DATE OF NAME CHANGE: 19971205 POS EX 1 tfgtposexfiling-eyconsentc.htm POS EX Document

Filed with the Securities and Exchange Commission on January 27, 2023
Securities Act of 1933 File No. 033-70958
Investment Company Act of 1940 File No. 811-08104
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM N-1A
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Pre-Effective Amendment No.
 
Post-Effective Amendment No. 133
 
and/or
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
Amendment No. 135
 
(Check appropriate box or boxes.)


TOUCHSTONE FUNDS GROUP TRUST
(Exact name of Registrant as Specified in Charter)
 
303 Broadway, Suite 1100, Cincinnati, Ohio 45202
(Address of Principal Executive Offices)
 
Registrant’s Telephone Number, including Area Code: (800) 638-8194
 
E. Blake Moore, Jr., 303 Broadway, Suite 1100, Cincinnati, Ohio 45202
(Name and Address of Agent for Service)
 
Copies to:
Clair E. Pagnano, Esq.
K&L Gates LLP
One Lincoln Street
Boston, Massachusetts 02111-2950

Ndenisarya M. Bregasi, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, D.C. 20006-1600



It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.



_________________________________________________________________________________________________





Explanatory Note

Post-Effective Amendment No. 132 to the Registration Statement on Form N-1A (File Nos. 033-70958 and 811-08104) (the “Registration Statement”) of Touchstone Funds Group Trust (the “Registrant”) was filed on January 26, 2023 under the Securities Act of 1933, as amended (the “1933 Act”). This Post-Effective Amendment No. 133 to the Registration Statement is being filed pursuant to Rule 462(d) under the 1933 Act solely for the purpose of updating/correcting a previously filed exhibit (Exhibit (j)(1)) to the Registration Statement and making other related changes to Part C. Accordingly, this Post-Effective Amendment No. 133 consists only of a facing page, this explanatory note, and Part C of the Registration Statement setting forth the updated/corrected exhibit to the Registration Statement. This Post-Effective Amendment No. 133 does not modify any other part of the Registration Statement other than Part C thereof. Pursuant to Rule 462(d) under the 1933 Act, this Post-Effective Amendment No. 133 shall become effective immediately upon filing with the Securities and Exchange Commission (the "SEC"). This Post-Effective Amendment No. 133 does not change the form of any Prospectus or Statement of Additional Information included in the post-effective amendments previously filed with the SEC.


PART C. OTHER INFORMATION
ITEM 28. EXHIBITS:

(a)(1)
(a)(2)Amended and Restated Agreement and Declaration of Trust dated October 8, 1998 is herein incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-1A (File No. 033-70958), filed with the SEC on November 24, 1998.
(a)(3)Certificate of Amendment of Amended and Restated Agreement and Declaration of Trust dated November 23, 1998 is herein incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 033-70958), filed with the SEC on January 27, 1999.
(a)(4)
(a)(5)
(a)(6)
(b)
(c)
(d)(1)(a)
(d)(1)(b)
(d)(2)
(d)(3)
(d)(4)



(d)(5)
(d)(6)
(d)(7)
(d)(8)
(d)(8)(a)
(d)(9)
(d)(9)(a)
(d)(10)
(d)(11)
(d)(12)
(d)(13)
(d)(13)(a)
(d)(14)
(d)(15)
(e)(1)
(e)(2)



(f)
(g)(1)
(h)(1)
(h)(2)
(h)(3)
(h)(4)(a)
(h)(4)(b)
(h)(5)
(h)(6)(a)
(h)(6)(b)
(h)(6)(c)
(h)(7)
(h)(8)
(h)(9)
(h)(10)
(i)Not applicable
(j)(1)
(j)(2)
(k)Not Applicable.
(l)Not Applicable.
(m)(1)(a)



(m)(1)(b)
(m)(2)(a)
(m)(2)(b)
(m)(3)
(m)(4)
(n)(1)
(n)(2)
(o)Not Applicable.
(p)(1)
(p)(2)
(p)(3)
(p)(4)
(p)(5)
(p)(6)
(p)(7)
(p)(8)
(p)(9)
(q)

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT.

None.

ITEM 30. INDEMNIFICATION.

Article VII of the Agreement and Declaration of Trust empowers the Trustees of the Trust, to the full extent permitted by law, to purchase with Trust assets insurance for indemnification from liability and to pay for all expenses reasonably incurred or paid or



expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust.

Article VI of the By-Laws of the Trust provides that the Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and reasonably believed his or her conduct to be in the best interests of the Trust. Indemnification will not be provided in certain circumstances, however, including instances of willful misfeasance, bad faith, gross negligence, and reckless disregard of the duties involved in the conduct of the particular office involved.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

Touchstone Advisors, Inc.

Touchstone Advisors, Inc. (the “Advisor”) is a registered investment advisor that provides investment advisory services to the Touchstone Strategic Trust, Touchstone ETF Trust, Touchstone Variable Series Trust and Touchstone Funds Group Trust (the “Touchstone Fund Complex”). The following list sets forth the business and other connections of the directors and executive officers of the Advisor. Unless otherwise noted, the address of the corporations listed below is 303 Broadway, Cincinnati, Ohio 45202.

* The address is 400 Broadway, Cincinnati, Ohio 45202.

(1) Jill T. McGruder - Director, Touchstone Advisors, Inc.
(a) President and Chief Executive Officer - IFS Financial Services, Inc.
(b) President - Integrity Life Insurance Co.
(c) President - National Integrity Life Insurance Co.
(d) Trustee - Touchstone Fund Complex
(e) Senior Vice President — Western & Southern Financial Group, Inc.*
(f) Senior Vice President — W&S Brokerage Services, Inc.*
(g) Director — Touchstone Securities, Inc.
(h) Director - IFS Financial Services, Inc., Integrity Life Insurance Company, National Integrity Life Insurance Company, W&S Financial Group Distributors, Inc.*, W&S Brokerage Services, Inc.*

(2) Donald J. Wuebbling - Director - Touchstone Advisors, Inc.
(a) Director - Touchstone Securities, Inc., W&S Financial Group Distributors, Inc.*, Eagle Realty Investments, Inc.*, Integrity Life Insurance Company,* National Integrity Life Insurance Company,* Eagle Realty Group, LLC*, IFS Financial Services, Inc., Fort Washington Investment Advisors, Inc., W&S Brokerage Services, Inc.*, Columbus Life Insurance Company*, Eagle Realty Capital Partners, LLC, Gerber Life Insurance Company, The Lafayette Life Insurance Company, Western & Southern Agency, Inc.

(3) Jay J. Johnson — Vice President, Corporate Finance and Treasurer - Touchstone Advisors, Inc.
(a) Vice President, Corporate Finance and Treasurer - Western & Southern Mutual Holding Company*, Western & Southern Financial Group, Inc.*, The Western & Southern Life Insurance Company*, Western-Southern Life Assurance Company.*, Fort Washington Investment Advisors, Inc., IFS Financial Services, Inc., W&S Financial Group Distributors, Inc.*, Touchstone Securities, Inc., Columbus Life Insurance Company*, Eagle Realty Group, LLC*, Eagle Realty Investments, Inc.*, Integrity Life Insurance Company, National Integrity Life Insurance Company, The Lafayette Life Insurance Company, Gerber Life Insurance Company, Western & Southern Agency, Inc., W&S Brokerage Services, Inc.

(4) Terrie A. Wiedenheft - Chief Financial Officer and Chief Operations Officer - Touchstone Advisors, Inc.
(a) Senior Vice President, Chief Financial Officer and Chief Operations Officer - IFS Financial Services, Inc.
(b) Senior Vice President and Chief Financial Officer - W&S Brokerage Services, Inc.*
(c) Chief Financial Officer - Touchstone Securities, Inc.
(d) Senior Vice President - Fort Washington Investment Advisors, Inc.
(e) Vice President, Commission Accounting and Finance - Integrity Life Insurance Company, National Integrity Life Insurance Company
(f) Treasurer and Controller - Touchstone Fund Complex




(5) James N. Clark - Director - Touchstone Advisors, Inc.
(a) Director - Western & Southern Mutual Holding Company*, Western & Southern Financial Group, Inc.*, Western-Southern Life Assurance Company*
(b) Director - Eagle Realty Group, LLC*, Eagle Realty Investments, Inc.*, Touchstone Securities, Inc., W&S Financial Group Distributors, Inc.*, IFS Financial Services, Inc.

(6) Sarah S. Herron - Secretary - Touchstone Advisors, Inc.
(a) Secretary - Touchstone Securities, Inc.
(b) Corporate Secretary - W&S Brokerage Services, Inc.*
(c) Assistant General Councel - Investment & Regulations - Western & Southern Financial Group, Inc.*

(7) Timothy S. Stearns - Chief Compliance Officer - Touchstone Advisors, Inc., Touchstone Fund Complex, Touchstone Securities, Inc.
(a) Vice President - W&S Brokerage Services, Inc.*

(8) Timothy D. Paulin - Senior Vice President, Investment Research and Product Management - Touchstone Advisors, Inc.
(a) Vice President - Touchstone Fund Complex

(9) Jonathan D. Niemeyer - Director, Touchstone Advisors, Inc.
(a) Board of Directors, Bethesda, Inc., Cincinnati Art Museum, Association of Life Insurance Counsel
(b) Sr. Vice President, Chief Administrative Officer & General Counsel, The Western and Southern Life Insurance Company, Western & Southern Financial Group, Inc., Western-Southern Life Assurance Company, Western & Southern Mutual Holding Company
(c) Director, Eagle Realty Capital Partners, LLC, Gerber Life Agency, LLC, IFS Financial Services, Inc., Integrity Life Insurance Company, National Integrity Life Insurance Company, Touchstone Securities, Inc., W&S Brokerage Services, Inc., W&S Financial Group Distributors, Inc., Western & Southern Agency, Inc.
(d) Director, Sr. Vice President, Gerber Life Insurance Company

(10) E. Blake Moore, Jr. - President & Chief Executive Officer, Touchstone Advisors, Inc.
(a) President & Chief Executive Officer of Touchstone Securities, Inc.
(b) Senior Vice President of Western-Southern Life Assurance Company, Western & Southern Financial Group, Inc., Western & Southern Mutual Holding Company, The Western & Southern Life Insurance Company
(c) President - Touchstone Fund Complex

* The address is 400 Broadway, Cincinnati, Ohio 45202.

Fort Washington Investment Advisors, Inc.

Fort Washington Investment Advisors, Inc. (“Fort Washington”) is the sub-advisor for the Touchstone Active Bond Fund, Touchstone Dividend Equity Fund, Touchstone High Yield Fund and Touchstone Ultra Short Duration Fixed Income Fund. The principal address of Fort Washington is 303 Broadway, Suite 1200, Cincinnati, OH 45202. Fort Washington is an investment advisor registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Except as stated below, no director, officer or partner of Fort Washington has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

* The address is 400 Broadway, Cincinnati, Ohio 45202.

The following list sets forth the business and other connections of the directors and executive officers of Fort Washington.

(1) Maribeth S. Rahe, President & Chief Executive Officer
(a) Life Trustee, New York Landmarks Conservancy; Life Trustee, Rush-Presbyterian-St. Luke’s Medical Center; Board Member, Chair, Audit Committee, Member, Compensation Committee, Consolidated Communications Illinois Holdings, Inc.; Vice Chair, Executive/Finance Committee, Cincinnati Arts Association; Member, Advisory Board and Partner-In-Action Committee, Sisters of Notre Dame de Namur; Member Advisory Board, Williams College of Business, Xavier University; Fund Advisory Board, Finance/Budget Committee, Cintrifuse; Board Member, Member Audit Committee, Chair Capital Markets Committee, First Financial Bank; Board Member, Marketing Committee, Greater Cincinnati Foundation; Member, Former President, Women’s Capital Club; Member, Former Executive Committee, Cincinnati Women’s Executive Committee; Member, Former President, Executive Committee Commonwealth Club
(b) President & CEO of Tristate Ventures, LLC*
(c) President, Buckeye Venture Partners, LLC
(d) President, W&S Investment Holdings, LLC
(e) President & CEO of Fort Washington Capital Partners, LLC

(2) Nicholas P. Sargen, Director




(3) John F. Barrett, Director
(a) Chairman of Board & CEO, The Western and Southern Life Insurance Company, Western-Southern Life Assurance Company, Western & Southern Financial Group, Inc., Western & Southern Mutual Holding Company
(b) Director & Chairman, Columbus Life Insurance Company, Integrity Life Insurance Company, National Integrity Life Insurance Company, The Lafayette Life Insurance Company, Fort Washington Investment Advisors, Gerber Life Insurance Company
(c) Director, Eagle Realty Group, Eagle Realty Investments
(d) President & Trustee, Western & Southern Financial Fund
(e) Board Member, Cintas Corporation
(f) Board Member, Americans for the Arts; Member & Executive Committee, Cincinnati Center City Development Corporation (3CDC); REDI Cincinnati; Member, Cincinnati Business Committee; Co-Chairman, Greater Cincinnati Scholarship Association; Member, Cincinnati Equity Fund; Honorary Trustee, Sigma Alpha Epsilon Foundation; former Chairman, Medical Center Fund, UC; Advisory Board, Barrett Cancer Center; former Vice Chairman, UC Foundation Capital Campaign; Honorary Chairman, UC Presidential Bicentennial Commission; Member, Business Roundtable; Former Director, American Council of Life Insurers; former member, Financial Services Roundtable

(4) Brendan M. White, Senior Vice President Co-Chief Investment Officer
(a) Board Member, Good Samaritan Hospital
(b) Board Member, Cincinnati Cancer Foundation

(5) James J. Vance, Senior Vice President, Co-Chief Investment Officer
(a) Board Member, Federal Home Loan Bank of Cincinnati
(b) Committee Member, Cincinnati Children’s Hospital Medical Center
(c) Board Member, Pro Football Focus, LLC
(d) Board Member, Global Graphene Inc.

(6) Michele Hawkins, Chief Compliance Officer & Managing Director
(a) Advisory Board Member, Xavier University Cintas Institute for Business Ethics & Social Responsibility

(7) Jay V. Johnson, Vice President and Treasurer

(8) Martin W. Flesher, Managing Director of Business Development and Client Service

(9) Jonathan D. Niemeyer, Director
(a) Board of Directors, Bethesda, Inc., Cincinnati Art Museum, Association of Life Insurance Counsel
(b) Director, Sr. Vice President, Chief Administrative Officer & General Counsel, Columbus Life Insurance Company, Eagle Realty Group, LLC, Eagle Realty Investments, Inc., Fort Washington Investment Advisors, Inc., The Lafayette Life Insurance Company
(c) Sr. Vice President, Chief Administrative Officer & General Counsel, The Western and Southern Life Insurance Company, Western & Southern Financial Group, Inc., Western-Southern Life Assurance Company, Western & Southern Mutual Holding Company
(d) Director, Sr. Vice President, Gerber Life Insurance Company

(10) Donald J. Wuebbling, Director
(a) Secretary & Counsel, The Western and Southern Life Insurance Company, Western- Southern Life Assurance Company, Western & Southern Financial Group, Inc., Western & Southern Mutual Holding Company, Columbus Life Insurance Company, The Lafayette Life Insurance Company
(b) Director, Touchstone Advisors, Inc., Touchstone Securities, Inc., W&S Financial Group Distributors, Inc., IFS Financial Services, Inc., Integrity Life Insurance Company, W&S Brokerage Services, Inc., Eagle Realty Group, Eagle Realty Investments, Integrity Life Insurance Company, National Integrity Life Insurance Company, Western & Southern Agency, Inc.

(11) Eric J. Walzer, Vice President , Investment Operations

(12) David T. Henderson, Sr. Vice President, Chief Actuary, Risk and Data Officer

(13) Jeffrey L. Stainton, Secretary

(14) Gerald J. Ulland, Chief Financial Officer & Managing Director Private Client Group
(a) Board Member, Mount Notre Dame Board of Trustees
(b) Finance Committee, Scripps Foundation

Sands Capital Management, LLC




Sands Capital Management, LLC (“Sands Capital”) is the sub-advisor for the Touchstone Sands Capital Select Growth Fund. The principal business address of Sands Capital is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209. Sands Capital is an investment adviser registered under the Advisers Act. The directors, officers and/or partners of Sands Capital have been engaged in the capacities listed below with other companies within the last two fiscal years:

Name and Position with CompanyOther CompanyPosition with Other Company
Frank M. Sands Chief Executive OfficerSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Investment Board Member Executive Management Team
Jonathan Goodman General CounselSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209General Counsel
Dana McNamara Chief Administrative Officer Executive Managing DirectorSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Executive Management Team
Stephen Nimmo Executive Managing DirectorSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Provides client relations service
Thomas Perry Williams President, Executive Managing Director, Director of Research, Sr. Portfolio ManagerSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Executive Management Team
Luke Iglehart Executive Managing Director, Client and Consultant RelationsSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Executive Management Team
Brian Christiansen Executive Managing Director, Sr. Portfolio ManagerSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Executive Management Team
Ian Ratcliffe Executive Managing Director, Managing PartnerSands Capital Ventures, LLC 1000 Wilson Boulevard Suite 3000 Arlington, VA 22209Portfolio Manager, Managing Partner, Executive Management Team

Leeward Investments, LLC

Leeward Investments, LLC (“Leeward”) is the sub-advisor for the Touchstone Mid Cap Value Fund and Touchstone Small Cap Value Fund. The principal business address of Leeward is One Boston Place, 201 Washington Street, 29th Floor, Boston, Massachusetts, 02108. Leeward is an investment advisor registered under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

Effective on March 1, 2022, Leeward replaced LMCG Investments, LLC (“LMCG”) as the Funds' sub-advisor. Leeward was formed as result of the reorganization of LMCG's U.S. value equity team into an employee-owned asset management firm.

EARNEST Partners, LLC

EARNEST Partners, LLC (“EARNEST Partners”) is the sub-advisor for the Touchstone Impact Bond Fund. The principal business address of EARNEST Partners is 1180 Peachtree Street, Suite 2300, Atlanta, GA, 30309. EARNEST Partners is an investment advisor registered under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

NAME AND POSITION WITH COMPANYOTHER COMPANYPOSITION WITH OTHER COMPANY
Paul E. Viera
CEO and ManagerGREYBULL Partners LLCCEO and Manager
Maple Capital Partners, LLCCEO and Manager
Take-Two Interactive Software, Inc.Director
Harmony Analytics LLCCEO and Manager
Direct Scripts LLCMember of the Board of Managers
Malin M. ErikssonGREYBULL Partners LLCCOO
COOMaple Capital Partners, LLCCCO



Credo CapitalCo‐founder and Chief Investment Officer
WebBankBoard member
Ingenico ePaymentsBoard member
Hoist FinanceBoard member
James M. WilsonGREYBULL Partners LLCCCO and Secretary
CCO and SecretaryMaple Capital Partners, LLCCCO and Secretary
Carsten J. FiegeGREYBULL Partners LLCGeneral Counsel
General CounselMaple Capital Partners, LLCGeneral Counsel

The London Company of Virginia d/b/a The London Company

London Company of Virginia d/b/a The London Company (“The London Company”) is a registered advisor providing sub-advisory services to the Touchstone Small Cap Fund and the Touchstone Mid Cap Fund. The address of The London Company is 1800 Bayberry Court, Suite 301, Richmond, Virginia, 23226. No director, officer or partner of The London Company has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

TOBAM S.A.S.

TOBAM S.A.S. (“TOBAM”) is an SEC-registered investment adviser providing sub-advisory services to Touchstone Anti-Benchmark International Core Equity Fund and Touchstone Anti-Benchmark US Core Equity Fund. The address is 49-53 Avenue des Champs Elysées, 75008 Paris, France. No director, officer or partner of TOBAM has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

Ares Capital Management II, LLC

Ares Capital Management II, LLC (“Ares”) is a registered investment advisor providing sub-advisory services to the Touchstone Ares Credit Opportunities Fund. The address of Ares is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. No director, officer or partner of Ares has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

Rockefeller & Co., LLC

Rockefeller & Co., LLC (“Rockefeller”) is a registered investment advisor providing sub-advisory services to the Touchstone International ESG Equity Fund. The address of Rockefeller is 45 Rockefeller Plaza, Fifth Floor, New York, New York 10111. Officers and employees of Rockefeller and its affiliates may serve as non-executive directors of for-profit businesses, including financial services companies that provide services to Rockefeller and/or to clients of Rockefeller. Rockefeller has adopted procedures and practices in seeking to mitigate conflicts of interests that may result from such outside business affiliations. No director, officer or partner of Rockefeller has been engaged in any other business or profession of a substantial nature during the past two fiscal years.

ITEM 32. PRINCIPAL UNDERWRITERS:

(a) Touchstone Securities, Inc. acts as underwriter for the Touchstone Fund Complex.
(b) The following are the directors and officers of the underwriter. Unless otherwise noted, the address of the persons named below is 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.
* The address is 400 Broadway, Cincinnati, Ohio 45202.

NAMEPOSITION WITH UNDERWRITERPOSITION WITH REGISTRANT
E. Blake Moore, Jr.President & Chief Executive OfficerPresident and Trustee
Jill T. McGruderDirectorTrustee
James N. Clark*DirectorNone
Jonathan D. Niemeyer*DirectorNone
Donald J. Wuebbling*DirectorNone
Mary T. MockSenior Vice PresidentNone
Terrie A. WiedenheftChief Financial OfficerController/Treasurer
Amy FisherVice PresidentNone
Timothy J. CostanzaVice PresidentNone
Jay V. Johnson*Vice PresidentNone



Sharon L. KarpVice PresidentNone
Timothy S. StearnsVice President, Chief Compliance OfficerChief Compliance Officer
Sarah Sparks Herron*SecretaryNone
Benjamin J. AlgeDivisional Vice PresidentNone
Timothy A. BrayDivisional Vice PresidentNone
Lindsay M. Connelly*Assistant Vice President, Assistant TreasurerNone
John S. Musgrove*Assistant Vice President, Assistant TreasurerNone
Michael S. JonesAssistant Vice PresidentNone
Jason T. AndersonAssistant TreasurerNone
Michael Marchese, IIIAssistant TreasurerNone

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);(6); (8); (12); and 31a-1(d), the required books and records will be maintained at the offices of Registrant’s Custodian:

Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109

(b) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D);(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of the Registrant’s Administrator and Sub-Administrator:

Touchstone Advisors, Inc. 303 Broadway, Suite 1100 Cincinnati, OH 45202
BNY Mellon Investment Servicing (US) Inc. 4400 Computer Drive Westborough, MA 01581
The Bank of New York Mellon Investment Servicing (US) Inc. 201 Washington Street, 7th Floor Boston, MA 02108

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s Advisor and sub-advisors:

Touchstone Advisors, Inc. 303 Broadway, Suite 1100 Cincinnati, OH 45202

Sands Capital Management, LLC 1000 Wilson Blvd, Suite 3000 Arlington, VA 22209

Fort Washington Investment Advisors, Inc. 303 Broadway, Suite 1200 Cincinnati, OH 45202

Leeward Investments, LLC One Boston Place, 201 Washington Street, 29th Floor Boston, MA 02108

EARNEST Partners, LLC 1180 Peachtree Street, Suite 2300 Atlanta, GA 30309

The London Company 1800 Bayberry Court, Suite 301 Richmond, VA 23226

TOBAM S.A.S. 49-53 Avenue des Champs Elysées, 75008 Paris, France

Ares Capital Management II, LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067

Rockefeller & Co., LLC 45 Rockefeller Plaza, Fifth Floor New York, New York 10111

ITEM 34. MANAGEMENT SERVICES NOT DISCUSSED IN PART A OR PART B

None.

ITEM 35. UNDERTAKINGS

None.






SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 133 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Cincinnati, State of Ohio, on January 27, 2023.

 TOUCHSTONE FUNDS GROUP TRUST

 /s/E. Blake Moore, Jr.
 E. Blake Moore, Jr., President and Trustee
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 133 to the Registrant’s Registration Statement on Form N-1A has been signed below by the following persons in the capacity and on the date indicated.


*TrusteeJanuary 27, 2023
Karen Carnahan
*TrusteeJanuary 27, 2023
William C. Gale
*TrusteeJanuary 27, 2023
Sally J. Staley
*TrusteeJanuary 27, 2023
Susan M. King
*TrusteeJanuary 27, 2023
Kevin A. Robie
*TrusteeJanuary 27, 2023
William H. Zimmer III
*TrusteeJanuary 27, 2023
Jill T. McGruder
/s/E. Blake Moore, Jr.President and TrusteeJanuary 27, 2023
E. Blake Moore, Jr.
/s/Terrie A. WiedenheftController, Treasurer and Principal Financial OfficerJanuary 27, 2023
Terrie A. Wiedenheft
*By:/s/Terrie A. WiedenheftJanuary 27, 2023
Terrie A. Wiedenheft
(Attorney-in-Fact Pursuant to Power of Attorney)







Exhibit Index

(j)(1)Consent of Ernst & Young LLP

EX-99.J1 2 tfgt93022n-1aconsent.htm EX-99.J1 Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the reference to our firm under the captions “Financial Highlights” in the Prospectus and the reference to our firm in the Statement of Additional Information, including references under the captions “Independent Registered Public Accounting Firm” and “Financial Statements” each dated January 27 2023, and each included in this Post-Effective Amendment No. 132 to the Registration Statement (Form N-1A, File No. 033-70958) of Touchstone Funds Group Trust (the “Registration Statement”).

We also consent to the incorporation by reference of our report dated November 18, 2022, with respect to the financial statements and financial highlights of Touchstone Active Bond Fund, Touchstone Anti-Benchmark® International Core Equity Fund, Touchstone Ares Credit Opportunities Fund (formerly Touchstone Credit Opportunities Fund), Touchstone Dividend Equity Fund, Touchstone High Yield Fund, Touchstone Impact Bond Fund, Touchstone International ESG Equity Fund, Touchstone Mid Cap Fund, Touchstone Mid Cap Value Fund, Touchstone Sands Capital Select Growth Fund, Touchstone Small Cap Fund, Touchstone Small Cap Value Fund and Touchstone Ultra Short Duration Fixed Income Fund (the “Funds”) (thirteen of the funds constituting Touchstone Funds Group Trust) included in the Annual Report to Shareholders (Form N-CSR) for the year ended September 30, 2022, into this Registration Statement filed with the Securities and Exchange Commission.
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Cincinnati, Ohio
January 26, 2023



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